KOÇ HOLDİNG A.Ş. — M&A Activity 2023

May 31, 2023

Summary Info	CMB application regarding the resolution on transfer of Aygaz's Koç Finansal Hizmetler shares to Koç Holding through a partial demerger transaction
Update Notification Flag	Yes
Correction Notification Flag	No
Postponed Notification Flag	No
Related Companies	AYGAZ

Board Decision Date	30.05.2023
Merger Model	Merger Through Acquisition
Date Of Financial Statements Base To Merger	31.12.2022
Currency Unit	TRY

Acquired Company	Trading On The Stock Exchange/Not Trading On The Stock Exchange	Share Exchange Rate	Group of Share To Be Distributed To Acquired Company Shareholders	Form of Share To Be Distributed To Acquired Company Shareholders
Koç Finansal Hizmetler A.Ş.	Not Trading On The Stock Exchange	0,78922	B	Registered

Share Group Info	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital	New Shares To Be Given Due To Merger
A Grubu, İşlem Görmüyor, TREKCHL00022	678.773.422,299			678.773.422,299
B Grubu, KCHOL, TRAKCHOL91Q8	1.857.124.627,701	6.504.705		1.863.629.332,701	B Grubu, KCHOL, TRAKCHOL91Q8

	Paid In Capital	Amount Of Capital To Be Increased Due To The Acquisition (TL)	Capital To Be Decreased (TL)	Target Capital
TOTAL	2.535.898.050 TL	6.504.705 TL	0 TL	2.542.402.755 TL

Capital Market Board Application Date Regarding Merger	31.05.2023

Additional Explanations

As publicly disclosed on 30.05.2023, based on the review of structuring alternatives regarding Koç Group companies to enable them operate efficiently, it has been resolved to acquire Koç Finansal Hizmetler A.Ş. ("KFS") shares with a nominal value of 15,001,230.08 TL, corresponding to 3.93% of the capital of KFS registered in the assets of our subsidiary Aygaz A.Ş. ("Aygaz"), by means of a partial demerger.

Accordingly, the application has been made to the Capital Markets Board for the approval of the Announcement Text (attached in Turkish) prepared by Koç Holding and Aygaz.

This statement has been translated into English for informational purposes. In case of a discrepancy between the Turkish and the English versions of this disclosure statement, the Turkish version shall prevail.

Documents Regarding Merger

Appendix: 1	Duyuru Metni P1.pdf - Announcement Text